Antero Resources to Acquire 55,000 Net Acres in the Core of the Marcellus Shale

DENVER, June 9, 2016 /PRNewswire/ -- Antero Resources Corporation (NYSE: AR) ("Antero" or the "Company") today announced that it has signed a definitive agreement with a third party to acquire approximately 55,000 net acres in the core of the Marcellus Shale for $450 million. Approximately 75% of the 55,000 net acres contains dry Utica rights. The acquisition includes undeveloped properties located primarily in Wetzel, Tyler and Doddridge Counties in West Virginia and approximately 14 MMcfe/d of net production. The transaction is expected to close in the third quarter of 2016, subject to customary closing conditions, with an effective date of January 1, 2016.

Transaction Highlights:

Includes 33,000 net acres of core Marcellus leasehold in Wetzel County, WV, establishing a new platform for development and consolidation with stacked pay potential for the dry Utica

Substantially all of the 55,000 net acres will be dedicated to Antero Midstream for gas gathering, compression, processing, and water services

In conjunction with the transaction, Antero is increasing its 2017 production growth target to a range of 20% to 25%

All incremental production is expected to be sold at currently favorably priced markets through Antero's firm transportation portfolio

An additional 13,000 net acres, including 1 Tcfe of unaudited Marcellus 3P reserves, 400 Bcf of dry Utica resource potential and 3 MMcfe/d of net production, are subject to the exercise by a third party working interest owner of its tag along option

Transaction Details

Antero has agreed to acquire approximately 55,000 net acres of undeveloped Marcellus Shale leasehold, including deep rights on approximately 41,000 net acres highly prospective for the underlying dry Utica, and 14 MMcfe/d of net production for $450 million. Approximately 75% of the acquired acreage is located in Antero's Rich Gas, Highly-Rich Gas and Highly-Rich Gas/Condensate regimes, with the remaining 25% located in the Dry Gas regime. Antero estimates the undeveloped properties include 4.1 Tcfe of unaudited Marcellus 3P reserves and 1.8 Tcf of dry Utica resource potential. In total, the acquisition adds 625 identified 3P locations and enhances 435 existing 3P locations by incremental working interests and/or increased lateral length. The lateral length of the new or enhanced identified 3P locations averages 9,300 feet. Pro forma for the acquisition, Antero's Marcellus leasehold position includes over 480,000 net acres and 3P Reserves of 33.7 Tcfe.

Tag Along Option

A third party has a 30-day tag along option to sell the remaining 19% average working interest in the acquired properties to Antero, or an additional 13,000 net acres, under the same terms. The tag along acreage includes 1 Tcfe of unaudited Marcellus 3P reserves, 400 Bcf of dry Utica resource and 3 MMcfe/d of net production. If the tag along option is exercised by the third party, the adjusted acquisition price is estimated to be $560 million.

Commenting on the acquisition, Paul Rady, Chairman and CEO, said, "This strategic acreage acquisition in the southwestern core of the Marcellus Shale play further enhances our leading position as a pure-play Appalachian operator. The transaction creates a new platform for development and consolidation in Wetzel County, with attractive rich and dry gas Marcellus locations, as well as stacked pay potential for the dry Utica. Additionally, this acquired acreage is able to access our firm transportation portfolio and thus move incremental production to currently favorable markets. Similar to the successful strategy that we deployed in Tyler County, we expect to further consolidate acreage in Wetzel County and build out the necessary midstream infrastructure to move our gas to market, creating significant value for both Antero Resources and Antero Midstream."

Mr. Rady added, "The acquisition enhances our development portfolio, adding or enhancing over 1,000 undeveloped liquids locations with industry EURs in line with results we have achieved so far this year in Tyler and Doddridge Counties, WV. In addition, the acquisition adds or enhances 225 Marcellus dry gas locations and over 500 highly prospective dry Utica locations, adding dry gas optionality to our inventory. This acquisition further positions Antero for continued growth and development in the southwest Marcellus."

Pro forma Metrics

Pre-Acquisition

Post-Acquisition

Acquisition

% Increase

3P Locations

3,719

4,344

625(1)

17%

3P Reserves (Tcfe)

37.1

41.2

4.1(2)

11%

3P Liquids (MMBbls)(3)

1,237

1,350

113(2)

9%

Net Acres

573,000

628,000

55,000

10%

Core Liquids-rich Net Acres

377,000

420,000

43,000

11%

Core Dry Gas Net Acres

143,000

155,000

12,000

8%

Gross Acres Dedicated to Antero Midstream

491,000

597,000

106,000

22%

2017 Production Growth Target

20%

20% to 25%

0% to 5%

1)

Does not include existing locations that were enhanced by incremental working interests and/or increased lateral lengths

2)

Unaudited

3)

Includes C3+ NGLs and assumes ethane rejection

Commenting on Antero's 2016 capital budget and development plans on the acquired acreage, Glen Warren, President and CFO said, "Due to the savings achieved year-to-date from service cost reductions and operating efficiencies, we expect to add an additional rig in the second half of the year while maintaining our original drilling and completion budget of $1.3 billion. The additional rig, which will focus primarily on Tyler County, enables Antero to accelerate production so that we believe we can generate 20% to 25% year-over-year growth 2017 with a minimal increase to the 2017 drilling and completion capital budget compared to 2016. Additionally, due to our firm transportation portfolio, substantially all incremental production is expected to flow to favorably priced markets and enable us to continue delivering top tier EBITDAX margins."

Mr. Warren added, "In addition to the benefits for Antero, there are substantial benefits for Antero Midstream. Over 95% of the acquired acreage will be dedicated to Antero Midstream for gathering, compression, processing, and water services, providing approximately $500 million of additional organic growth capital opportunities over the next five years that will ultimately benefit Antero Resources through its 62% ownership in Antero Midstream."

This release includes "forward-looking statements". Such forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Antero's control. All statements, except for statements of historical fact, made in this release regarding activities, events or developments the Company expects, believes or anticipates will or may occur in the future, such as those regarding future production targets, completion of natural gas or natural gas liquids transportation projects, future earnings, future capital spending plans, improved and/or increasing capital efficiency, continued utilization of existing infrastructure, gas marketability, maximized realized natural gas and natural gas liquids prices, acreage quality, access to multiple gas markets, expected drilling and development plans, future financial position, future technical improvements and future marketing opportunities, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All forward-looking statements speak only as of the date of this release. Although Antero believes that the plans, intentions and expectations reflected in or suggested by the forward-looking statements are reasonable, there is no assurance that these plans, intentions or expectations will be achieved. Therefore, actual outcomes and results could materially differ from what is expressed, implied or forecast in such statements.

Antero cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company's control, incident to the exploration for and development, production, gathering and sale of natural gas, NGLs and oil. These risks include, but are not limited to, Antero's ability to successfully complete the pending acquisition and integrate the assets with the Company's own and realize the benefits from the transaction, commodity price volatility, inflation, lack of availability of drilling and production equipment and services, environmental risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating natural gas and oil reserves and in projecting future rates of production, cash flow and access to capital, the timing of development expenditures, and the other risks described under the heading "Item 1A. Risk Factors" in Antero's Annual Report on Form 10-K for the year ended December 31, 2015.

The SEC permits oil and gas companies to disclose only proved, probable and possible reserves in their filings with the SEC. Antero does not plan to include probable and possible reserve estimates in its filings with the SEC. In this release Antero has provided internally generated estimates. Antero's actual proved, probable and possible reserve estimates have been audited by its third party reserve engineer. The estimates of proved, probable and possible reserves associated with the acquired acreage, and of Antero pro forma for the acquisition, included in this press release were not audited by third-party engineers. Antero's estimate of proved, probable and possible reserves is provided in this release because management believes it is useful information that is widely used by the investment community in the valuation, comparison and analysis of companies. However, the Company notes that the SEC prohibits companies from aggregating proved, probable and possible reserves in filings with the SEC due to the different levels of certainty associated with each reserve category.

In this press release, Antero uses terms such as "resource potential" to describe potentially recoverable hydrocarbon quantities that are not permitted to be used in filings with the SEC. Antero includes these estimates to demonstrate what management believes to be the potential for future drilling and production on our properties. These estimates are by their nature much more speculative than estimates of proved reserves and would require substantial additional capital spending over significant number of years to implement recovery. Actual quantities that may be ultimately recovered from Antero's interests may differ substantially from the estimates in this press release. Factors affecting ultimate recovery include the scope of Antero's ongoing drilling program, which will be directly affected by commodity prices, the availability of capital, drilling and production costs, availability of drilling services and equipment, drilling results, lease expirations, transportation constraints, regulatory approvals and other factors, and actual drilling results, including geological and mechanical factors affecting recovery rates.

Certain reserve quantities included in this release assume ethane "rejection" where sales demand for ethane is not available. Ethane rejection occurs when ethane is left in the wellhead natural gas stream when the natural gas is processed, rather than being separated out and sold as a liquid after fractionation. When ethane is left in the gas stream, the Btu content of the residue natural gas at the outlet of the processing plant is higher. Producers will generally elect to "reject" ethane at the processing plant when the price received for the ethane in the natural gas stream is greater than the price received for the ethane being sold as a liquid after fractionation, net of fractionation costs. When ethane is recovered in the processing plant, the Btu content of the residue natural gas is lower, but a producer is then able to recover the value of the ethane sold as a separate natural gas liquid product. In addition, natural gas processing plants can produce the other NGL products (propane, normal butane, isobutene and natural gasoline) while rejecting ethane.